OceanFirst Financial, the holding company for OceanFirst Bank, and Flushing Financial, the holding company for Flushing Bank, entered into a definitive merger agreement pursuant to which the companies will combine in an all-stock merger transaction. Upon completion of the merger, Flushing Bank will merge into OceanFirst Bank, with OceanFirst Bank surviving the bank merger. Based on OceanFirst’s closing stock price on Dec. 26, 2025 of $19.76, the transaction is valued at $579 million.
The strategic acquisition accelerates OceanFirst’s organic growth in New York by immediately expanding its presence within the markets of Suffolk, Nassau, Queens, Brooklyn and Manhattan counties. Following closing of the merger, the combined company is expected to have approximately $23 billion in assets, $17 billion in total loans and $18 billion in total deposits across 71 retail branches.
OceanFirst concurrently entered into an investment agreement with affiliates of funds managed by Warburg Pincus, which is fully committed to invest $225 million for newly issued equity securities subject to the closing of the merger.
Upon completion of the proposed transaction, (a) the shares issued to Flushing stockholders in the merger are expected to represent approximately 30% of the outstanding shares of the combined company, (b) the shares issued to Warburg Pincus in the equity capital raise transaction discussed above are expected to represent approximately 12% of the outstanding shares of the combined company and (c) the shares of OceanFirst common stock that are outstanding immediately prior to completion of the merger are expected to represent approximately 58% of the outstanding shares of the combined company.
“This acquisition represents a natural extension of our proven growth strategy,” Christopher Maher, chairman and CEO of OceanFirst, said. “We are bringing together two highly complementary organizations, leveraging Flushing’s 95+ year distribution channel in Long Island and New York alongside OceanFirst’s relationship-driven business model and robust products and services. We share a disciplined credit philosophy and long-term commitment to the communities we serve and are highly confident that this combination will enable us to better support our customers and deliver meaningful value for shareholders.”
Maher will serve as the CEO of the combined holding company following completion of the merger. John Buran, president and CEO of Flushing, will join OceanFirst as the non-executive chairman of the board after the closing of the merger. The board of directors of the combined company will consist of 17 directors: ten from the existing OceanFirst board, six from the existing Flushing board and one from Warburg Pincus.
“We are excited to partner with OceanFirst, an organization that shares our values and long-term vision,” Buran said. “This transaction creates meaningful opportunities for our clients, employees and communities while preserving the relationship-focused culture that has defined our bank for nearly a century. We look forward to taking the next step in our journey with OceanFirst and for our shareholders to participate in the future upside resulting from creating a scaled, more profitable franchise together.”
Todd Schell, managing director at Warburg Pincus, will join the board.
“This combination marries OceanFirst’s scalable platform and robust product suite with Flushing’s distribution network and deep customer relationships,” Schell said. “We have known both franchises for a long time; they share an underlying culture and philosophy and are complementary in ways that unlock strategic value for the combined entity. This is a natural combination that can produce strong returns for shareholders.”
Under the terms of the merger agreement, Flushing stockholders will be entitled to receive 0.85x of a share of OceanFirst common stock for each share of Flushing common stock. In the equity capital raise transaction, OceanFirst will sell approximately (i) 9.7 million shares of its common stock at a purchase price of $19.76 per share and (ii) shares of a new class of non-voting, common-equivalent stock representing the economic equivalent of 1.7 million shares of OceanFirst common stock at a purchase price of $19.76 per share of common stock to Warburg Pincus. In addition, OceanFirst will issue Warburg Pincus a warrant to purchase shares of non-voting, common-equivalent stock of OceanFirst representing the economic equivalent of approximately 11.4 million shares of common stock. The warrants carry a term of seven years and are not exercisable before the third-year anniversary of the closing, except in certain limited circumstances. The warrants have a mandatory exercise if the market price of OceanFirst common stock closes at or above $30.00 per share for 20 days in a 30-day period, a 52% premium to the price paid on common stock.
The transaction is expected to close in Q2/26, subject to the receipt of regulatory approvals, approval by OceanFirst and Flushing shareholders and the satisfaction of other customary closing conditions. The equity capital raise is expected to close concurrently with the merger, subject to the concurrent closing of the merger and other closing conditions.
Keefe, Bruyette & Woods, a Stifel company, served as financial advisor to OceanFirst and Simpson Thacher & Bartlett served as its legal counsel. Piper Sandler served as financial advisor to Flushing and Hughes Hubbard & Reed served as its legal counsel. J.P. Morgan acted as capital markets advisor and sole placement agent to OceanFirst. Jefferies served as financial advisor to Warburg Pincus and Wachtell, Lipton, Rosen & Katz served as its legal counsel.
